Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On September 1, 2009, CA, Inc. (the
“Company”) announced that John A. Swainson plans to retire from the
position of Chief Executive Officer of the Company, effective on the
earlier of December 31, 2009 or the appointment of a successor. By
mutual agreement, Mr. Swainson will assist in the transition to a
new CEO and upon Mr. Swainson’s retirement, Mr. Swainson will
receive the severance compensation and benefits provided for under
his employment agreement, which are described in the Company’s
Definitive Proxy Statement on Schedule 14A, filed with the U.S.
Securities and Exchange Commission (“SEC”) on July 24, 2009 (the
“Definitive Proxy Statement”), under the caption “Deferred
Compensation Arrangements; 401(k) Supplemental Plans; Employment
Agreements; and Change in Control Severance Policy — Employment
Agreements”. An estimate of these amounts, calculated as of
March 31, 2009, is set forth in the Definitive Proxy Statement under
the caption “Estimated Payments in the Event of Termination of
Employment or Following a Change in Control” and is incorporated
into this Item 5.02 by reference.
The Board of Directors of the Company has
appointed a search committee to consider internal candidates to
succeed Mr. Swainson as CEO and expects to retain one or more search
firms to assist in the search for external candidates. William E.
McCracken, who has been non-executive Chairman of the Board, will
assist Mr. Swainson during the coming months to help ensure an
orderly transition. In light of Mr. McCracken’s role during the
transition period, the Board has appointed him to serve as Executive
Chairman on an interim basis until a new CEO is named or at the
discretion of the Board. In consideration for his interim services
and in lieu of his current compensation as a non-employee director
and non-executive Chairman of the Board, Mr. McCracken may be paid
compensation in the aggregate of up to $2,000,000 of which at least
one-half shall be paid in the form of equity based awards, provided
that the ultimate form and amount of his compensation (subject to
the limits described) will be determined solely by the Compensation
and Human Resources Committee. During this period, Mr. McCracken
will continue to serve as Chairman of the Board, but will not be
considered independent for the purposes of NASDAQ listing
requirements, and Kay Koplovitz, a current Director of the Company
who is independent for purposes of NASDAQ listing requirements, will
replace him as a member of the Compensation and Human Resources
Committee. The Board has also appointed Gary J. Fernandes, a current
Director of the Company, to serve as Lead Independent Director on an
interim basis, to preside at executive sessions of the remaining
independent directors during this period. Biographical information
about Mr. McCracken, Ms. Koplovitz and Mr. Fernandes can be found in
the Company’s Definitive Proxy Statement under the heading “Proposal
1— Election of Directors — Nominees” and is incorporated into this
Item 5.02 by reference.
On September 1, 2009, the Company issued a
press release about the events referenced above. The press release
is attached as Exhibit 99.1.
Mr. Swainson remains a nominee for
re-election as a Director at the Company’s upcoming annual meeting
of stockholders, to be held on September 14, 2009. If re-elected,
however, he will resign from the Board when he steps down as CEO and
thus is not expected to serve his full term. The Board is authorized
to fill any resulting vacancy by appointing a Director to serve
until a successor is elected. The other nominees for election as
Directors at the 2009 annual meeting of stockholders remain
unchanged.
Stockholders who wish to vote at the 2009
annual meeting may do so by filling out the electronic proxy cards
at www.proxyvote.com. Stockholders who have
already submitted proxies for the meeting may revoke them, or if
they wish to change their vote may revoke them and fill out new
electronic proxy cards, through this website as well.
Information about the 2009 annual meeting
and the nominees for election is set forth in the Definitive Proxy
Statement, although that information has been supplemented to
reflect the events described above. The Definitive Proxy Statement,
together with additional definitive materials, have been filed with
the SEC and are also available for viewing at the website maintained
for the 2009 annual meeting at www.proxyvote.com (as well as
on the Company’s website at www.ca.com). In light of the
events described above, stockholders are urged to review the
Definitive Proxy Statement and the additional definitive materials
before making any final voting decisions.